Common use of Capital Adequacy; Solvency Clause in Contracts

Capital Adequacy; Solvency. Purchaser represents that immediately after the sale of the Shares and the other transactions contemplated herein, Purchaser (and any successor corporation) will have a positive net worth (calculated in accordance with GAAP) and will not be insolvent (as defined under the federal Bankruptcy Code (the "Bankruptcy Code") and in equity) and that the sale of the Shares and other transactions contemplated hereby and any borrowing by Purchaser in connection with such transactions will not have the effect of hindering, delaying or defrauding any creditors of Purchaser (or any successor corporation). Purchaser further represents that (A) upon consummation of the sale of the Shares and within the meaning of Section 548 of the Bankruptcy Code, the Seller Subsidiaries (and any successor corporations) will (i) have adequate capitalization, (ii) not have an unreasonably small capital with respect to the business or transactions engaged in or to be engaged in and (iii) not have incurred debts that would be beyond the ability of Purchaser (or any successor corporation) to pay as such debts mature and (B) the Purchase Price is a reasonably equivalent value in exchange for the Shares.

Capital Adequacy; Solvency. Purchaser Buyer represents that immediately after the sale of the Shares and the other transactions contemplated herein, Purchaser Buyer (and any successor corporation) will have a positive net worth (calculated calcu lated in accordance with GAAP) and will not be insolvent (as defined under the federal Bankruptcy Code (the "Bankruptcy CodeBANKRUPTCY CODE") and in equity) and that the sale of the Shares and other transactions contemplated hereby and any borrowing by Purchaser Buyer in connection with such transactions will not have the effect of hindering, delaying or defrauding any creditors of Purchaser Buyer (or any successor corporation). Purchaser Buyer further represents that (A) upon consummation of the sale of the Shares and within the meaning of Section Sections 544 and 548 of the Bankruptcy CodeCode and comparable state statutes, the Seller Subsidiaries Company (and any successor corporations) will not (i) have adequate capitalizationbe insolvent or rendered insolvent, (ii) not have an unreasonably small capital with respect to the business or transactions engaged in or to be engaged in and in, (iii) not have incurred incur debts that would be beyond the ability of Purchaser (Buyer or any successor corporation) 's ability to pay as such debts mature mature, and (B) the Purchase Price is a reasonably equivalent value in exchange for the Shares.

Capital Adequacy; Solvency. Purchaser represents that immediately after the sale of the Shares and the other transactions contemplated herein, Purchaser (and any successor corporation) will have a positive net worth (calculated in accordance with GAAP) and will not be insolvent (as defined under the federal Bankruptcy Code (the "Bankruptcy CodeBANKRUPTCY CODE") and in equity) and that the sale of the Shares and other transactions contemplated hereby and any borrowing by Purchaser in connection with such transactions will not have the effect of hindering, delaying or defrauding any creditors of Purchaser (or any successor corporation). Purchaser further represents that (A) upon consummation of the sale of the Shares and within the meaning of Section 548 of the Bankruptcy Code, the Seller Subsidiaries (and any successor corporations) will (i) have adequate capitalization, (ii) not have an unreasonably small capital with respect to the business or transactions engaged in or to be engaged in and (iii) not have incurred debts that would be beyond the ability of Purchaser (or any successor corporation) to pay as such debts mature and (B) the Purchase Price is a reasonably equivalent value in exchange for the Shares.

Capital Adequacy; Solvency. Purchaser Buyer represents that immediately after the sale of the Shares and the other transactions contemplated herein, Purchaser Buyer (and any successor corporation) will have a positive net worth (calculated in accordance with GAAP) and will not be insolvent (as defined under the federal Bankruptcy Code (the "Bankruptcy Code") and in equity) and that the sale of the Shares and other transactions contemplated hereby and any borrowing by Purchaser Buyer in connection with such transactions will not have the effect of hindering, delaying or defrauding any creditors of Purchaser Buyer (or any successor corporation). Purchaser Buyer further represents that (A) upon consummation of the sale of the Shares and within the meaning of Section Sections 544 and 548 of the Bankruptcy CodeCode and comparable state statutes, the Seller Subsidiaries Company (and any successor corporations) will not (i) have adequate capitalizationbe insolvent or rendered insolvent, (ii) not have an unreasonably small capital with respect to the business or transactions engaged in or to be engaged in and in, (iii) not have incurred incur debts that would be beyond the ability of Purchaser (Buyer or any successor corporation) 's ability to pay as such debts mature mature, and (B) the Purchase Price is a reasonably equivalent value in exchange for the Shares.